BTS Group Holdings: Investor Relations Quarterly...

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INVESTOR RELATIONS QUARTERLY REVIEW: ISSUE 20 BTS GROUP HOLDINGS PLC

FY 14/15 (For the year ended 31 Mar 2015)

(Ended June 2010) AT A GLANCE

SHARE INFORMATIONA

Shares Outstanding 11,919.3mn sharesG Free FloatE 58.7% Par Value THB 4.0 / ShareF Market Capitalisation THB 107.0bn / USD 3.1bnB YTD daily traded valueD THB 439.0mn / USD 13.0mnB Stock Identifiers

Stock Exchange Symbol BTS Bloomberg / Reuters BTS TB / BTS.BK

REVENUE BY BUSINESS UNIT

GROSS PROFIT BY BUSINESS UNITC

Source: Company

BTS LAST 12 MONTHS SHARE PRICE PERFORMANCEA:

EQUITY MARKETSH 3 MO 6 MO 12 MO

BTS TB -9.1% -12.6% 11.1% SET Transport Index -7.5% 4.6% 25.6% SET Index -7.2% -4.9% 7.4% NIKKEI 225 9.6% 12.2% 36.3% HANG SENG 10.6% 13.4% 20.9% FTSE 100 1.1% 4.4% 1.0% S&P 500 0.1% 2.9% 11.1%

CURRENCY MARKETSH 3 MO 6 MO 12 MO

USD vs THB -2.41% -1.78% -1.45% EUR vs THB -2.56% 8.20% 4.78% THB vs JPY 1.97% -0.60% 2.02% THB vs HKD 2.63% 1.85% 1.55% THB vs SGD 5.32% 0.00% 2.03% THB vs GBP 5.12% 2.40% 2.71%

FROM THE EDITOR

Dear Investment Community,

Despite continued growth in our Mass Transit and Services business, our full

year results saw operating revenue from our four business units decline

16.8% to THB 7,102.1mn following fewer transfers in our residential property

business and another tough year in the Media sector. Excluding non-recurring

gains, however, net profit increased 10.0% YoY to THB 2,820mn. Following

on from this, the final dividend proposed to shareholders is THB 0.30 per

share, which would take the total dividend paid for FY 14/15 to THB

7,094.9mn, equivalent to a yield of 6.38%*. This is in line with our minimum

dividend policy of not less than THB 7bn in FY 14/15. FY 15/16 will be the 3rd

year of our committed dividend payment, during which we expect to pay at

least THB 8bn in dividends.

We also returned money to shareholders in the form of a share buyback

programme. During the course of the year, we bought back THB 925.2mn

worth of our own shares at an average price of THB 9.65 per share. The buy-

back did not adjust our committed dividend and thus, led to an increase in

dividends per share.

Looking forward to FY 15/16, for our Mass Transit business, we expect to see

4 – 6% ridership growth, average fare to increase by 2% (from the adjustment

in card promotions) and our O&M revenue to grow by 3%. We remain

optimistic on the award of new rail mass transit projects and the details on

our expectations are in the MD&A outlook.

We expect to see short-term revenue contraction for our Media business in FY

15/16, with overall revenue declining by 12% as despite healthy growth

expectations on our BTS-related Media (+16%), Office Building Media (+20%)

and Other Media, the discontinuation of the Modern Trade Media business

will outweigh this. The Company however, expects to see both improved net

profit and net profit margins as a result of the reduction in costs associated

with Modern Trade Media operations.

On the Property side, we expect to launch further projects this year in

partnership with Sansiri and as a result, have increased our capex budget for

land acquisition to at least THB 1bn. The target remains to develop projects

worth a total of THB 25-30bn over the next 3-5 years. For U City Plc., we look

to provide you with more updates later on in the year.

Finally, a reflective moment as this month marks the 5 year anniversary since

the ‘reverse takeover’ when Tanayong PCL bought Bangkok Mass Transit

System PCL. In these 5 years, despite political and economic market

disruption, BTS stock has delivered cumulative shareholder return of

approximately 340% in the form of dividends and capital gains, equivalent to

34.5% per annum. Today, the BTS Group has a stronger balance sheet and,

we believe, an even greater scope of growth opportunities. We look forward

to the challenges of the next 5 years and our continued efforts in delivering

shareholder returns.

Yours faithfully,

Daniel Ross

Financial Director

PROPERTY

19%

MASS TRANSIT

32%

SERVICES

8%

MEDIA

44%

MASS TRANSIT

37%

SERVICES

4%

PROPERTY

15%

MEDIA

41%




(Ended June 2010)

BTS GROUP FINANCIAL SUMMARY (CONSOLIDATED)

INCOME STATEMENT FOR THE YEAR ENDED (THB mn) FY 14/15 FY 13/14 % YoY

Operating revenue 7,102.1 8,531.6 (16.8)% Other recurring income 1,506.7 1,571.9 (4.2)% Total recurring revenue 8,608.8 10,103.5 (14.8)%

Operating costs 3,162.7 4,147.3 (23.7)% Operating selling and administrative expenses 1,563.0 1,667.8 (6.3)% EBITDA 4,936.7 18,333.8 (73.1)%

Operating EBITDA 2,836.2 3,099.6 (8.5)%

Finance cost 403.5 628.0 (35.8)% Non-operating gain (loss) 520.2 10,970.8 (95.3)% EBT 4,073.2 17,330.7 (76.5)%

Operating income tax 659.6 1,094.7 (39.7)% Minority interests 396.2 938.9 (57.8)% Net income (loss) to equity holders of the parent 2,944.0 12,597.6 (76.6)%

EPS (THB per share) 0.248 1.078 (77.0)%

STATEMENT OF FINANCIAL POSITION (THB mn) 31 MAR 15 31 MAR 14 % Change

Cash and cash equivalents 10,111.9 8,668.5 16.7%

Current investments 6,371.4 23,496.3 (72.9)%

Trade and other receivables 1,218.1 1,074.5 13.4%

Real estate development costs-net 2,237.8 2,549.8 (12.2)%

Accrued income 577.9 671.7 (14.0)%

Non-current assets classifies as held-for-sale 4,576.0 - N.A.

Other current assets 909.6 882.3 3.1%

Total current assets 26,002.7 37,343.1 (30.4)%

Investments in associates 14,011.6 13,899.0 0.8%

Other long-term investment-net 9,548.4 6,238.2 53.1%

Investment properties - net 1,480.3 3,101.5 (52.3)%

Property, plant and equipment-net 5,776.2 7,737.8 (25.4)%

Other non-current assets 9,992.3 8,391.6 19.1%

Total non-current assets 40,808.8 39,368.0 3.7%

Total assets 66,811.5 76,711.1 (12.9)%

Short-term loan from financial institution 530.0 - N.A.

Trade accounts payable 1,851.1 2,222.4 (16.7)%

Current portion of long-term loan 26.0 10.0 160.0%

Current portion of long-term debentures 1,467.7 3,607.6 (59.3)%

Other current liabilities 2,920.6 2,717.2 7.5%

Total current liabilities 6,795.4 8,557.2 (20.6)%

Long-term loan - net of current portion 1,187.1 230.0 416.1%

Long-term debentures-net of current portion 1,345.1 2,807.5 (52.1)%

Long-term provision - related party 1,244.0 1,266.9 (1.8)%

Deferred tax liabilities 2,616.2 3,037.1 (13.9)%

Other non-current liabilities 1,611.2 1,270.2 26.8%

Total non-current liabilities 8,003.6 8,611.7 (7.1)%

Total liabilities 14,799.0 17,169.0 (13.8)%

Issued and fully paid shares (mn shares) 15,913.1 15,913.1 0.0%

Issued and fully paid capital 47,677.0 47,656.9 0.0%

Share premium (discount) 1,807.6 1,797.2 0.6%

Retained earnings 474.8 3,578.4 (86.7)%

Other component of shareholder's equity 769.0 4,653.4 (83.5)%

Equity attributable to company's shareholders 50,728.4 57,686.0 (12.1)%

Non-controlling interest - equity attributable to minority 1,284.1 1,856.2 (30.8)%

Total shareholders' equity 52,012.5 59,542.2 (12.6)%

Total liabilities and shareholders' equity 66,811.5 76,711.1 (12.9)%




(Ended June 2010)

BTS GROUP FINANCIAL SUMMARY (CONSOLIDATED)

CASH FLOW STATEMENT FOR THE YEAR ENDED (THB mn) FY 14/15 FY 13/14 % YoY

EBT 4,124.9 17,356.7 (76.2)%

Plus Profit before tax from discontinued operation (51.6) (26.0) 98.5%

Total 4,073.2 17,330.7 (76.5)%

Cash from (used in) operating activities 1,899.5 2,255.0 (15.8)%

Cash paid for interest expenses (304.4) (481.7) (36.8)%

Cash paid for corporate income tax (1,669.0) (697.1) 139.4%

Cash received for return of corporate income tax - 57.1 N.A.

Net cash from (used in) operating activities (73.9) 1,133.4 (106.5)%

Net cash from investing activities 14,009.2 12,633.5 10.9%

Net cash used in financing activities (12,425.4) (8,610.6) 44.3%

Increase in translation adjustment 1.3 (0.9) (244.4)%

Net increase (decrease) in cash 1,511.2 5,155.2 (70.7)%

Cash and cash equivalents at end of the year from discontinued operation

(67.8) - N.A.

Cash at beginning of the period 8,668.5 3,513.3 146.7%

Cash at the end of the period 10,111.9 8,668.5 16.7%

KEY FINANCIAL RATIOS

PROFITABILITY RATIOS FY 14/15+ FY 13/14+

FY 12/13

Gross operating profit margin (%) 55.5% 51.4% 48.8% Selling and administrative expenses to operating sales ratio (%) 22.0% 19.5% 16.6% Operating EBITDA margin (%)A 39.9% 36.3% 49.0% Accounting EBITDA margin (%) 51.8% 73.7% 53.3% Recurring pre-tax profit margin (%)B 40.4% 36.2% 21.6% Net recurring profit margin (%)B 32.8% 25.4% 9.7% Accounting net profit margin (%)C 32.5% 55.7% 16.6% ROA (%)D 5.0% 17.6% 2.9% ROE (%)E

6.4% 22.7% 3.8%

LIQUIDITY RATIO

Current ratio (times)

3.83x 4.36x 5.79x

LEVERAGE RATIOS

Total liabilities to total asset (times) 0.22x 0.22x 0.25x Total liabilities to total equity (times) 0.28x 0.29x 0.33x Net debt to equity (times) (0.11 x) (0.03 x) 0.17x Net debt to operating EBITDA (times) (1.96 x) (0.65 x) 1.66x Interest coverage (times)F

7.03x 4.94x 4.07x

PER SHARE RATIOSG

Basic earnings per share (THB) 0.248 1.078 0.172 Operating cash flow per share (THB) (0.006) 0.097 0.466 Free cash flow per share (THB) (0.154) (0.009) 0.270 Enterprise value per share (THB) 9.64 9.11 10.65 Book value per share (THB) 4.38 5.09 5.05

NOTE:

* Includes profit from

discontinued operation

+ Restated to reflect effects

from TFRIC 12 and TFRIC 4

A Excludes non-operating items

and interest income

B Calculated based on recurring

profit (before MI) / total

recurring revenue

C Calculated based on

accounting net profit (before

MI) / total accounting revenue

includes shares of income from

investments in associates

D Calculated based on


MI) / average total assets

E Calculated based on


MI) / average total

shareholders’ equity

F Calculated based on

operating EBITDA / finance cost

G Calculated based on

weighted average number of

shares at par value of THB 4.0

per share




(Ended June 2010)

FINANCIAL HIGHLIGHTS

Ridership increased 1.9% YoY to 218.7mn trips. Average fare also increased 1.6% YoY to THB 26.9 per trip

Share of net profit from investment in BTSGIF for FY 14/15 reached THB 724.2mn (increased by 18.2% YoY or THB 111.8mn)

Train Operation & Maintenance (O&M) revenue rose 23.2% YoY to THB 1,549.3mn primarily from the full year operation of Green Line – Silom

extension (Wongwian Yai to Bang Wa)

BTS-related Media revenue of THB 1,775.5mn in FY 14/15, representing 7.0% growth YoY

Property business revenue of THB 1,354.8mn, dropping 53.8% YoY mainly from fewer transferred condominium units

Services business revenue1 rose by 37.3% YoY to THB 547.8mn mainly from the revenue generated from ChefMan Restaurants

Pre-tax recurring profit margin (before MI) improved to 40.4% in FY 14/15 compared to 36.2% in FY 13/14

Net recurring profit (before MI) was THB 2,820.0mn, increasing 10.0% YoY from THB 2,563.0mn in FY 13/14

Net profit (before MI) of THB 3,340.2mn, a decline of 75.3% due to no repeat of THB 13.5bn gain on sale of net farebox revenues in FY 13/14

Full year dividend to shareholders2 of THB 7,094.9mn, equivalent to a dividend yield of 6.38%

ACCOUNTING AND RECLASSIFICATION

From 1 April 2014, BTS Group Holdings Public Company Limited (“the Company”) and its subsidiaries (together, the “Group”) have adopted TFRIC 12 – Service

Concession Arrangements. This new standard provides accounting guidelines for concession operators for recognising and measuring the obligations and

related rights in public-to-private service concession arrangements. BTSC (the subsidiary) provides services to procure electric trains (infrastructure) to be used

in the provision of public services and to operate and maintain this infrastructure for a specified period of time under the 30-year O&M contract. BTSC is paid

for its services over the period of the arrangement which is a public-to-private service concession arrangement. BTSC’s management, therefore, considers this

arrangement under the 30-year O&M contract to be within the scope of TFRIC 12. The effects of the changes are recognised retrospectively in the financial

statements. For more information, please refer to Notes 3 and 4 to FY 14/15 financial statements.

BUSINESS IMPACT ANALYSIS

Sluggish recovery of the Thai economy and political uncertainties continued to plague the nation in the first half of 2014, causing GDP to contract by 0.1% in 1H

2014 from a growth of 4.1% in 1H 2013. During the second half of the year, political reform under the military regime helped restore confidence in Thailand,

with expansion in both the expenditure and production contributing to the accelerated economic growth. In spite of this improvement, GDP for 2014 grew

merely 0.7% against 2.9% in 20133. This proved to be a challenging year for BTS Group, particularly in the Media business, which was harder hit by the

consumption slowdown. As a result, we have missed some of our full year targets, although we continue to demonstrate resilience in our core business in

relation to Mass Transit and BTS-related Media. (See more details in Segmental Performance section.)

For our Mass Transit business, Core Network fare-box revenue grew 3.5% YoY to THB 5.88bn in FY 14/15, below our 6 – 9% target range. The decelerated

growth was primarily attributable to the shortened operating hours during the military-imposed curfew and the change in school and university terms to align

with that of AEC. In contrast, O&M revenue rose 23.2% YoY to THB 1,549.3mn, exceeding the 17% target. This was mainly due to the full year effect of the

operation of the Bang Wa extension, the contractually agreed increase in the operating fee of Green Line – Sukhumvit extension as well as the additional

scope of work in the BRT contract.

Our Media business, which is more vulnerable to economic cyclicality, was adversely affected by the domestic consumption slowdown. Total Thai advertising

expenditure fell 8.4%4 YoY and our media revenue also fell in line with this trend, contracting by 6.3% YoY and missing the targeted revenue growth of 0 – 3%.

Subdued consumer sentiment and decline in the number of tourists also affected our Property business, dampening sales of our Residential Property. Our

Residential Property revenue amounted to THB 415.7mn in FY 14/15, missing our targeted revenue of THB 800mn. On the Commercial Property side, despite

an 8.2% increase in recurring revenue YoY to THB 932.3mn, this fell slightly short of the THB 1,000mn revenue target.

SIGNIFICANT EVENTS

30 April 2014: BTS Land Co. Ltd., a wholly-owned subsidairy of BTS Group, established a joint venture company named Bangkok Payment Solutions

Company Limited. This joint venture company will be the vehicle for developing software and providing technology services, including technology

associated with Thailand’s mass transit and payment systems.

6 August 2014: The Company paid a final dividend of THB 2,501.4mn (equivalent to THB 0.21 per share). Based on the share price at 22 May 2014 (one

day before the Board of Directors’ meeting), this was equivalent to an annual dividend yield of 7.37%.

8 August 2014: The Board of Directors of BTS Group approved a share repurchase programme not exceeding THB 6,000mn (or approximately 5% of the

total issued shares). The repurchase period was from 25 August 2014 until 24 February 2015. At the conclusion of this programme, the Company had

repurchased 0.8% of total issued shares in the amount of THB 925.2mn.




(Ended June 2010)

15 October 2014: The Executive Committee approved (1) the entry into the Strategic Alliance Framework Agreement with Sansiri Public Company Limited

(“SIRI”) to exclusively partner together on the developments of residential projects for sale located within 500m of all rail mass transit stations, (2) to

establish a 50:50 joint venture company with SIRI to develop the first residential project near BTS Mo Chit Station and (3) to sell approximately 5-rai

(8,000sqm) of land to this joint venture for the development of the first project.

24 November 2014: The Board of Directors approved in principal for the Company to dispose of all ordinary shares in two subsidiaries; BTS Assets Co.,

Ltd. (“BTSA”) and Kamkoong Property Co., Ltd. (“KKP”) that engage in real estate business. BTS Group will receive in exchange newly issued shares of

Natural Park Public Company Limited (“NPARK”) at the closing date. In addition, BTS Group will receive warrants of NPARK at a ratio of 2 newly issued

ordinary shares issued to the Company for 1 unit of NPARK–W2 Warrants.

19 December 2014: The first joint venture between BTS Group and SIRI named BTS Sansiri Holding One Limited (“JVCo1”) was incorporated. BTS Group

and SIRI each hold 50% of the shares of this joint venture company.

9 January 2015: The Board of Directors approved the interim dividend payment from the operating results of the six-month period (April 2014 –

September 2014) and the retained earnings at THB 0.30 per share or approximately THB 3,547mn in total.

2 February 2015: BTS Group and AEON Thana Sinsap (Thailand) Public Company Limited (“AEONTS”) announced a long-term business co-operation. The

AEON Rabbit Member Card will enable members to use both the Rabbit functions and obtain consumer loans from AEONTS. Under the securitisation

project, the SPV will buy up to THB 5,000mn loan receivables under co-branded AEON Rabbit Member Cards.

13 March 2015: The second joint venture between BTS Group and SIRI named BTS Sansiri Holding Two Limited (“JVCo2”) was incorporated. BTS Group

and SIRI each hold 50% of the shares in this joint venture company.

31 March 2015: BTS Group reorganised its corporate structure (effective 1 April 2015) by adding an Advisory Board, as well as new positions of Chief

Executive Officer (“CEO”) and Deputy Chief Executive Officer (“Deputy CEO”) to its organisational structure. The Board of Directors passed the resolution

to appoint Mr. Kavin Kanjanapas and Mr. Kong Chi Keung, both existing Executive Directors, to the CEO and Deputy CEO positions, respectively.

20 April 2015: The completion of the disposal of all ordinary shares in two subsidiaries, (i) BTSA, the owner of Eastin Grand Hotel Sathorn Bangkok and

land plots at Phaholyothin Road and (ii) KKP, the owner of land plots at Phayathai Road to U City Public Company Limited (“U City Plc.”), previously known

as “NPARK”. The total sales consideration was THB 9,404.1 million and BTS Group received 35.64% of the newly issued ordinary shares as well as

warrants of U City Plc in exchange for the sale.

15 May 2015: The Company’s Executive Committee approved the establishment of 7 additional new joint venture companies between BTS Group and

SIRI (“JVCo3 to JVCo9”) to accommodate the development plan of new residential projects for sale in the next 12 months. BTS Group and SIRI each

invested in 50% shares in each joint venture company.

25 May 2015: The Board of Directors approved the final dividend payment of up to THB 3,548.6mn or THB 0.30 per share, taking the total annual

dividend paid to THB 7,094.9mn, subject to shareholders’ approval. Based on the share price as of 22 May 2015 (one day before BOD date), this is

equivalent to a dividend yield of 6.38%.

FY 14/15 PERFORMANCE

The Group recorded consolidated total revenue* of THB 8,123.6mn in FY 14/15. This represented a decline of 64.1% or THB 14,477.6mn YoY from THB

22,601.3mn in FY 13/14. The decrease was primarily due to extraordinary gains recognised in FY 13/14 from (1) the sale of net fare-box revenue to BTSGIF of

THB 13,497.6mn and (2) the sale of land at Bang Pakong and Bangna KM 18 of THB 379.3mn as well as (3) a decrease in revenue from sales of real estate of

THB 1,646.6mn and (4) a reduction in interest income of THB 291.6mn. This decrease was partially offset with (5) an increase in service income of THB

449.3mn largely from the increase in Mass Transit and Services revenues (see details in Segmental Performance section) and (6) the gain on sale of 5-rai land at

Mo Chit to SIRI-JVCo1 of THB 367.5mn in 3Q 14/15.

Despite higher train O&M revenue and an increase in share of net profit from BTSGIF, operating revenue5 fell by 16.8% YoY to THB 7,102.1mn largely as a

result of the reduction in Property revenue from fewer transferred units of Abstracts Phahonyothin Park Condominium in FY 14/15 as well as the softened

Media revenue. Revenue from the Mass Transit, Media, Property and Services businesses accounted for 32.0%, 41.2%, 19.1% and 7.7% of total operating

revenue, respectively.




(Ended June 2010)

Operating Revenue5 (THB mn)

FY 14/15 % of Total5 FY 13/14 % of Total5 % Change

(YoY) FY 14/15

GP Margin8 FY 13/14

GP Margin8

Mass Transit6 2,273.5 32.0% 2,077.3 24.3% 9.4% 64.1% 57.9%

Media 2,926.0 41.2% 3,121.2 36.6% (6.3)% 59.5% 60.5%

Property7 1,354.8 19.1% 2,934.1 34.4% (53.8)% 43.9% 40.2%

Services1 547.8 7.7% 399.0 4.7% 37.3% 26.5% 28.2%

TOTAL5 7,102.1 100.0% 8,531.7 100.0% (16.8)% 55.5% 51.4%

Total consolidated expenses and SG&A* reached THB 4,446.9mn in FY 14/15, a reduction of THB 788.9mn or 15.1% YoY mainly from the decline in cost of sales

of real estate of THB 1,016.5mn as well as from selling and marketing expenses related to sales of Abstracts Condominium project. Operating costs decreased

by 23.7% YoY to THB 3,162.8mn, which was in line with the reduction in total operating revenue. Nonetheless, as operating costs decreased at a higher rate

than the decline in operating revenues, the Group operating gross profit margin8 improved to 55.5% from 51.4% in the previous year.

As a result of the aforementioned changes, the Group operating EBITDA9 was THB 2,836.2mn, a decrease of THB 263.5mn or 8.5% YoY. However, the operating

EBITDA9 margin improved to 39.9% in FY 14/15 (versus 36.3% in FY 13/14) from higher contribution of higher margin Mass Transit business as well as from

lower contribution of lower margin Property business. Finance costs fell by 35.8% YoY or THB 224.6mn to THB 403.5mn primarily as the Group repaid the third

tranche of BTSC debentures during 2Q 14/15.

Other recurring income10 fell by 4.2% YoY or THB 65.3mn to THB 1,506.7mn largely from the reduced interest income received from the sinking fund of the

third tranche of BTSC debenture portion. However, pre-tax recurring profit margin10 for this year improved to 40.4% from 36.2% in FY 13/14 and net recurring

profit margin (before MI) was THB 2,820.0mn, increasing 10.0% YoY from THB 2,563.0mn in FY 13/14 consequent to the improved recurring gross profit margin

as well as a reduction in finance costs.

Reported income tax expenses was THB 733.0mn, a decline of THB 3,055.1mn or 80.6% YoY primarily from the reduction in tax expenses in relation to (1)

capital gain on BTSGIF transaction of THB 2,700.0mn in FY 13/14 and (2) BTSC capital reduction of THB 406.7mn (that occurred in November 2013) which were

not repeated this year. Taking into account all the aforesaid transactions, the Group recorded a consolidated profit of THB 3,340.2mn (decreasing 75.3% YoY)

and profit attributable to the equity holders of the Company of THB 2,944.0mn (decreasing 76.6% YoY).

* Total consolidated revenue and cost excludes train procurement service income and cost of train procurement service under concession agreement of THB 49.8mn (FY 13/14: THB 866.8mn) to reflect the performance analysis. These two items are the impact from the adoption of TFRIC12 – Service Concession Arrangements which deems that BTSC has to procure rolling stocks for the public sector entity

1 Services revenue includes sales from BSS, revenue from Carrot, revenue from HHT construction and revenue from ChefMan Restaurants. Note that transactions related to ChefMan Restaurants were

reclassified from Property business to Services business in 4Q 13/14

2 Subject to shareholders’ approval of the final dividend of THB 0.30 per share. Dividend yield based on share price as of date prior to Board of Directors’ approval of relevant dividend payment

3 Source: www.nesdb.go.th (January – December 2014)

4 Source: The Nielsen Company Limited Co., Ltd. (April 2014 – March 2015); excludes Digital TV and Cable TV

5 Operating revenue from the operational performances from 4 BUs and share of net profit (loss) from BTSGIF, EXCLUDES interest income, dividend income and non-recurring items

6 Mass Transit revenues include:

i) Share of net profit (loss) from BTSGIF (included in ‘Share of profit from investments in associates’ in Statement of comprehensive income) ii) Service Income from Train & Bus Operation Management (included in ‘Service income’ under ‘Revenues from provision of operating services’) iii) Farebox revenues for 16 days in FY 13/14

7 Property includes Sales from Real Estate, Rental and Service Income, Construction & Services Businesses and Service income related to Thana City Golf & Sports Club Co., Ltd.

8 Operating gross profit calculated based on the operational performances from 4 BUs and share of net profit (loss) from BTSGIF

9 Operating EBITDA calculated based on the operational performances from 4 BUs, share of net profit (loss) from BTSGIF, EXCLUDES interest income, dividend income, share of net profit (loss) from other

associates (except from BTSGIF) and joint venture, non-recurring items from sales of net fare-box revenue to BTSGIF and other non-recurring items

10 Recurring profit calculated based on the operational performances from 4 BUs, share of net profit (loss) from BTSGIF and other associates and joint venture, as well as including other recurring items

which are interest income and other recurring items (before MI)

SEGMENTAL PERFORMANCE

MASS TRANSIT Total Mass Transit revenue6 increased 9.4% YoY to THB 2,273.5mn supported by an increase in O&M income and an increase in share of net profit from

BTSGIF. O&M revenue rose by 23.2% or THB 292.1mn YoY to THB 1,549.3mn, mainly attributable to (1) the full year operation of Green Line – Silom extension

from Wongwian Yai to Bang Wa (which began operations in December 2013), (2) the contractually agreed increase in the operating fee of Green Line –

Sukhumvit extension as well as (3) the additional scope of work in the BRT contract. These increases were offset with a decline in fare-box revenues of THB

207.7mn or 100% from 16 days’ worth of revenue that was consolidated in the FY 13/14 accounts prior to the sale to BTSGIF.

Fare-box revenue of the core system rose by 3.5% YoY or THB 197.0mn to THB 5,874.1mn, attributable to both ridership growth (up 1.9% YoY to 218.7mn

trips) and average fare increase (which rose by 1.6% YoY to THB 26.9 per trip). Further, we saw a reduction in payroll and selling costs of 15.1% YoY which led

to an improved margin on the Core network.

http://www.nesdb.go.th/




(Ended June 2010)

Share of net profit from investment in BTSGIF in FY 14/15 increased by THB 111.8mn or 18.2% YoY to THB 724.2mn. This increase came from the

aforementioned increase in the Core network performance, the full year effect of the extension operation, as well as a revision of amortisation method for

fund set-up cost (from 3 years to the end of concession to be in line with other BTSGIF related items).

Cost of Mass Transit revenue, including SG&A expenses, decreased by 11.6% or THB 106.5mn YoY to THB 815.3mn as there was no cost of fare-box revenue in

FY 14/15 (THB 86.5mn in FY 13/14). However, this was partially offset with the higher O&M costs which increased in line with O&M revenue. As operating cost

and SG&A expenses decreased while operating revenue increased, the operating EBITDA margin improved to 64.8% in FY 14/15 (56.4% in FY 13/14).

FY 14/15 FY 13/14 % YoY

Total Ridership (million trips) 218.7 214.7 1.9%

Average weekday ridership (trip) 673,162 656,770 2.5%

Average Fare (THB / trip) 26.9 26.4 1.6%

Historical Ridership and % YoY growth for past 5 years Historical average fare and % YoY growth for past 5 years

MEDIA

In 2014, economic activities in Thailand continued to slow down as a result of the decline in annual government budget spending, contraction in exports as

well as private investments and also other factors attributed to domestic consumption slowdown, which affected our Media business.

Media revenue contracted 6.3% (or THB 195.2mn) YoY to THB 2,926.0mn. The decline was from Modern Trade Media, was atrributable to the continued

lacklustre consumer demand (advertising expenditure falling 8.4% YoY4) as well as the expiry of Tesco Lotus contracts during December 2014 and February

2015. Nevertheless, this was offset with BTS-related Media and Office Building and Other Media, which continued to grow resiliently from the previous year

by 7.0% and 7.4%, respectively. These media segments outperformed the declining growth of other media sectors in the advertising industry, mainly due to

the continued ridership growth and ability to reach its target market effectively.

BTS-related Media continued to demonstrate resilience with revenue of THB 1,775.5mn, an increase of THB 115.6mn or 7.0% YoY mainly owing to (1) the

increase in capacity of new media on BTS SkyTrain platforms (Platform Truss LEDs and Platform Screen Doors), (2) increase in revenue from merchandising

space from higher rent and increased utilisation and (3) the addition of 5 new trains which started to generate media revenue from April 2014.

Our Modern Trade Media revenue was THB 972.1mn, a decline of 24.9% YoY. The decrease was primarily the result of the gradual expiration of all Tesco Lotus contracts from December 2014 to February 2015.

Office Building and Other Media revenue grew 7.4% YoY to THB 178.4mn as a result of (1) full year revenue recognition of the additional buildings from the

previous year coupled with the revenues generated from 28 new buildings from October 2014 onwards (a total of 103 buildings as of end of FY 14/15) and (2)

revenue from selling agent business such as selling media on Thai AirAsia airplanes.

Cost of revenue decreased 3.8% or THB 46.4mn YoY to THB 1,185.1mn mainly from a decrease in costs of Modern Trade Media, yet offset with higher

depreciation expenses of new digital media and equipment on BTS stations such as Platform Truss LEDs and Platform Screen Doors. Media SG&A also

decreased by 7.3% or THB 29.0mn YoY to THB 370.7mn largely resulting from the decrease in SG&A expenses in Modern Trade sector. Consequently, as a

result of lower contribution of lower margin Modern Trade business, the operating EBITDA margin improved to 52.3% (versus 50.6% in FY 13/14).




(Ended June 2010)

Subsequent to the end of the fiscal quarter, VGI has decided to discountinue its operations with modern trade partners and as such, there were additional

expenses in 4Q 14/15, which were: (1) provision of initial damages incurred from terminating the agreement with Big C of THB 215mn (before tax) and (2)

provision for the difference between revenue sharing and minimum guarantee of THB 53mn. More commentary can be found in VGI Global Media’s

management discussion and analysis for FY 14/15.

CONTRIBUTION OF REVENUE (MEDIA BUSINESS) OPERATING PROFIT MARGIN (MEDIA BUSINESS)

FY 14/15 FY 13/14

Operating gross profit margin (overall)*

59.5% 60.5%

Operating EBITDA margin (overall) 52.3% 50.6%

*Operating gross profit margin excludes the cost of concession payable to BTSC

PROPERTY

Property operating revenue dropped a significant 53.8% YoY or THB 1,579.3mn to THB 1,354.8mn, which was largely attributable to the decline in Residential

Property revenue as a result of fewer transferred condominium units of Abstracts Phahonyothin Park (Tower A) compared to previous year. Separately, the

Group also recognised the gain on sale of 5-rai land at Mo Chit to SIRI-JVCo1 of THB 367.5mn in this year (FY 13/14: THB 379.3mn from the sale of land at Bang

Pakong and Bangna KM 18).

Residential Property revenue decreased by 79.8% YoY or THB 1,647.1mn to THB 415.7mn in FY 14/15. This decrease was mainly driven by a decline in sales of

real estate of THB 1,646.6mn (largely in relation to 113 transferred units of Abstracts Phahonyothin Park (Tower A) in this year versus 610 transferred units in

FY 13/14).

Commercial Property revenue reached THB 932.3mn, an increase of 8.2% YoY or THB 70.4mn mainly supported by an improvement in the Groups hotel

business performance and Thana City Golf Course.

Operating costs decreased 56.7% YoY or THB 996.2mn to THB 759.6mn mainly from a decline in costs from transferred units of Abstracts Phahonyothin Park.

Property SG&A expenses also decreased by 17.9% YoY or THB 124.9mn to THB 573.4mn largely from the reduction in selling and marketing expenses related to

Abstracts Condominium project. As a result of the decrease in sales of real estate from the aforesaid reasons, the operating EBITDA margin declined to 13.4%

in FY 14/15 compared to 21.5% in FY 13/14.

OFFICE BUILDINGS

MODERN TRADE

BTS RELATED MEDIA




(Ended June 2010)

PROPERTY REVENUE BREAKDOWN

PROPERTY REVENUE CONTRIBUTION RESIDENTIAL PROPERTY BREAKDOWN COMMERCIAL PROPERTY BREAKDOWN

Total property revenue = THB 1,354.8mn Total residential property revenue = THB 415.7mn Total commercial property revenue = THB 932.3mn

RESIDENTIAL PROPERTY SUMMARY

ABSTRACTS PHAHONYOTHIN PARK – TOWER A Project Summary

Type: Mid-High End Condominium

Location: Phahonyothin Road, North Bangkok (250m from new BTS station)

Site Area: 33,420 SQM (20-3-55 Rai)

Presold units:

Presold

92%

Available

8%

as of 31 March 2015

#Units GFA (sqm) NFA (sqm) Tower A 1,012 62,091 42,818 Tower B 1,012 62,091 42,818 Tower C 1,012 62,091 42,818

Total 3,036 189,273 128,455

JOINT VENTURE WITH SANSIRI Exclusive partnership to jointly invest and develop residential developments for sale within 500m of mass transit stations (target developments with at least THB 3bn sales value per each project).

1st Project Summary under JVCo1

Expected Timeline

Project High-rise condominium project with panoramic view of parks

Location Land approx. 5 rai (8,000 sq.m.) near BTS Mo Chit Station

Expected sale value Approx. THB 5.8bn Expected project size 1 tower, 43 fl, 873 units Expected IRR Approx. 17% equity IRR Expected margin Approx. 12% NPAT margin

“THE LINE” - THE FIRST PROJECT WITH SIRI

Completion of

units transferred Construction finish Pre-sale Start construction

Mar 2015 May 2015 Jan 2018 Jun 2018

http://www.abstractscitizen.com/p-lnsprtn.php




(Ended June 2010)

COMMERCIAL PROPERTY SUMMARY

GROUP OF HOTELS SUMMARY

U

Chiang Mai U

Inchantree Eastin Grand

Sathorn U

Sathorn Total

Operation Year

Jun-08 Nov-10 Oct-12 Dec-14

Type 4-star hotel 4-star hotel 4-star hotel 4-star hotel

No. of rooms

41 26 390 86 543

FY 14/15 REVPAR AND OCCUPANCY

U CITY TRANSACTION

Divest 3 assets to U CITY:

Eastin Grand Sathorn Hotel Bangkok

11 rai / 17,600 sqm of land plots located at Phahonyothin Road, near BTS Mo Chit Station

4 rai / 6,400 sqm of land plots located at Phayathai Road, next to BTS Phayathai Station

in exchange for 35.64% of U City shares.

SERVICES

Services business revenue increased YoY by THB 148.8mn or 37.3% to THB 547.8mn. This increase was primarily due to growth in the revenue generated from

ChefMan Restaurants (which increased by THB 90.9mn or 41.3% YoY to THB 310.6mn) as well as growth in the revenue from Bangkok Smartcard Systems

(BSS). BSS enjoyed a 37.5% or THB 51.9mn increase in revenue to THB 190.3mn primarily from stronger marketing and co-promotion of rabbit cards of THB

37.9mn.

Operating costs increased by 40.6% YoY or THB 116.3mn to THB 402.8mn. There was also THB 187.5mn of SG&A expenses, an increase of 27.7% YoY. Key costs

and SG&A items were mainly from staff costs, food & beverage cost at ChefMan Restaurants and depreciation expenses (for hardware, software and

STATEMENT OF FINANCIAL POSITION

Total assets as of 31 March 2015 stood at THB 66,811.5mn, a decrease of THB 9,899.7mn or 12.9% from 31 March 2014. Total current assets stood at THB

26,002.7mn, decreasing by 30.4% or THB 11,340.4mn primarily attributed to (1) a decrease in current investment of THB 17,124.9mn, mainly from the

reduction in collateralised debenture (which was used to repay the third tranche of BTSC debentures of THB 3,611.3mn and the reclassification of the fourth

tranche of BTSC debentures of THB 1,466.2mn to current portion from long-term portion), as well as treasury management which increased its weighting

towards longer term investments and (2) a reduction in real estate development costs to THB 312.0mn as condominium units were transferred to buyers. This

was partially offset with (3) the reclassification of assets, liabilities and equities related to BTSA and KKP (presented as “assets held for sale”) of THB 4,576.2mn

in accordance with TFRS 5 following the disposal of shares in the two subsidiaries to U City Plc. (for more details, see note 28 in the financial statements) and

(4) an increase in cash of THB 1,443.4mn (see further details in Cash Flow section).

Total non-current assets was THB 40,808.8mn, an increase of 3.7% or THB 1,440.7mn mainly from (1) an increase in other long-term investments of THB

3,310.3mn primarily from the increase in Investments available for sale of THB 4,938.6mn, which offset the decrease in securities held-to-maturity of THB

1,573.5mn from the reclassification of the fourth tranche of BTSC debentures to current portion, (2) an increase in loan to related parties (including BTS Sansiri

Joint Venture projects) of THB 759.1mn and (3) an increase in restricted deposits of THB 573.4mn (cash collateral placed with banks). This increase was

partially offset with (4) a reduction in PP&E of THB 1,961.6mn as well as (5) a decrease in investment properties of THB 1,621.2mn which resulted from the

aforementioned divestment of BTSA and KKP assets to U City Plc.

Total liabilities decreased from 31 March 2014 by 13.8% or THB 2,370.0mn to stand at THB 14,799.0mn largely due to (1) the third tranche repayment of BTSC

debentures of THB 3,611.3mn in August 2014, (2) a decrease in income tax payable of THB 493.6mn resulting from the corporate income tax payment of FY

13/14 in August 2014, partially offset with (3) an increase in loans from financial institutions of THB 1,503.1mn, of which THB 240.0mn was mainly used by VGI

to purchase MACO shares and THB 981.1mn were foreign currency loan to hedge foreign currency exposure. Total equity decreased by THB 7,529.7mn or

12.6% to THB 52,012.5mn mainly attributable to (1) a reduction in surplus from the changes in the ownership interests in subsidiaries of THB 3,095.1mn

primarily as a result of the Company increasing its shareholding in subsidiary VGI, (2) a decrease in non-controlling interest of the subsidiaries of THB 572.1mn

due to the purchases of investments in subsidiaries (VGI and Nuvo Line) and (3) a reduction in unappropriated retained earnings (excluding the portion

reserved for treasury stock) of THB 4,205.9mn. The decline in unappropriated retained earnings was mainly from the dividend payment of THB 6.0bn, offset

with net profit of THB 2.9bn. As of 31 March 2015, total issued and fully paid-up shares stood at 11,919.3mn shares.

Receive 35.64% of U CITY shares

U CITY




(Ended June 2010)

CASH FLOW

For the year ended 31 March 2015, cash and cash equivalents reached THB 10,111.9mn, an increase of 16.7% or THB 1,443.4mn. Cash from operating

activities was THB 1,899.5mn, decreasing 15.8% or THB 355.5mn primarily due to lower operating revenues of Property and Media businesses and the increase

in trade and other receivable of THB 320.5mn. Cash paid for corporate income tax of THB 1,669.0mn (FY 13/14; THB 697.1mn) meant that net cash used in

operating activities was THB 73.9mn. Net cash from investing activities was THB 14,009.2mn. The key components are (1) decrease in current investment of

THB 18,855.1mn largely from the repayment of the third tranche of BTSC debenture as well as treasury management, (2) net cash paid for purchases of other

long-term investments of THB 5,111.7mn, (3) net cash paid for purchases of property, plant and equipment of THB 1,131.4mn and (4) cash received from the

sale of land at Mo Chit to JVCo1 of THB 1,412.2mn. Net cash used in financing activities was THB 12,425.4mn mainly from (1) the cash paid for the repayment

of the third tranche of BTSC debenture of THB 3,611.3mn, (2) dividend payment of THB 6,028.1mn, (3) net cash paid for purchases of investments in

subsidiaries of THB 3,620.6mn (increase in shareholding in VGI and Nuvo Line) and (4) cash paid for the purchase of BTS Group treasury stock of THB 925.5mn.

Twelve-Months Cash Flow Snapshot

* After tax (THB 1.7bn) and interest expense (THB 304.4mn)

** Cash and cash equivalents of BTSA and KKP (presented as discontinued operation at end of the year)

*** Excluding BTSC sinking fund and THB 13.9bn liquid investments




(Ended June 2010)

BTS GROUP IN THE COMMUNITY

The BTS Group is committed to improving the lives of people, through its vision of being a leading provider of mass transit services. The Group has also

initiated many special Corporate Social Responsibility (CSR) projects in both Bangkok and other provinces of Thailand. Activities cover a broad spectrum of

social concerns, with a focus on environmental impact. The Group continuously participates in community development in areas including religion, education,

sport, public health and encourages staff involvement in all these efforts.

7 JAN 2015 - ‘GIVE PROJECT’

BTS Group in cooperation with the Royal Thai Air Force organised a project, entitled ‘Help for children affected by the cold weather in Northern Thailand’. 500 blankets and track suites including sport equipment such as football were given to students and residents in Tungpong school, Mae Rim District, Chiang Mai Province.




(Ended June 2010)

SUMMARY COVERAGE AND ANALYST RECOMMENDATIONS (UPDATED FROM JAN-15 TO APR-15)

Company Name Recc Target Price

Report Date Sales* EBITDA* Net Profit* Analyst Name

2015/16E (THB mn)

Asia Plus Securities Buy 12.00 21-Apr-15 7,467 4,472 2,408 Anuwat Srikajornratkul

Phillip Securities Buy 9.70 8-Apr-15 8,248 3,538 2,666 Siam Tiyanont JP Morgan Neutral 9.90 7-Apr-15 6,152 3,486 2,681 Sumedh Samant SCB Securities Buy 12.50 3-Apr-15 7,922 3,355 2,439 Sirima Dissara RHB OSK Securities Buy 11.60 27-Mar-15 7,119 2,964 2,481 Naruedom Mujjalinkool UBS Buy 10.65 19-Mar-15 6,291 2,487 2,415 Eric Lin Macquarie Securities Neutral 8.80 25-Feb-15 6,625 3,671 2,518 David Gambrill Kim Eng Securities Buy 12.10 13-Feb-15 7,349 2,839 2,605 Jaroonpan Wattanawong Credit Suisse Buy 11.80 13-Feb-15 6,784 2,903 2,490 Warayut Luangmettakul Asia Wealth Securities Buy 12.00 10-Feb-15 7,416 4,768 2,794 Warut Siwasariyanon Bualuang Securities Buy 11.50 10-Feb-15 7,500 2,660 2,623 Suppata Srisuk KTZMICO Securities Trading Buy 11.30 10-Feb-15 7,538 2,795 2,609 Raenoo Bhandasukdi IV Global Buy 11.10 10-Feb-15 7,173 2,707 2,504 Rattana Leenutaphong CIMB Securities Buy 11.50 10-Feb-15 9,232 3,910 2,598 Praphan Yukhunthorntham

BofA Merril Lynch Buy 11.60 3-Feb-15 7,984 3,108 1,974 Kaseedit Choonnawat

Summary Target Price

Sales* EBITDA* Net Profit*

2015/16E (THB mn)

Average 11.20 7,387 3,311 2,520 *Excludes non-recurring items

Max 12.50 9,232 4,768 2,794

Min 8.80 6,152 2,487 1,974

Source: Broker reports, Bloomberg, SETTrade

SHAREHOLDER CONTACT AND REFERENCE INFORMATION

Shareholder Services:

For any matters relating to your shareholding such as transfer of shares,

change of name and address and loss of share certificates should be

addressed in writing to the Registrar:

The Thailand Securities Depository Co., Ltd. (TSD)

62 The Stock Exchange of Thailand Building,

Rachadapisek Road, Klongtoey,

Bangkok 10110, Thailand

Website: http://www.tsd.co.th

Telephone: +66 (02) 229 2888

Facsimile: +66 (02) 654 5426

E-mail: [email protected]

Investor Relations:

For enquiries from Institutional investors and securities analysts, please contact:

Investor Relations Department, BTS Group Holdings Plc., 15F TST Tower, 21 Viphavadi-Rangsit Rd,

Jompol, Jatujak, Bangkok 10900

Telephone: +66 2 2738525-6

Email: [email protected]

Financial Calendar: The Quarter Ahead

Event Date

4Q & FY 2014/15 Earnings Released 25 May 2015 4Q & FY 2014/15 Analyst Meeting 28 May 2015 End of 1Q 2015/16 30 Jun 2015 1Q 2015/16 Earnings Released 10 Aug 2015 1Q 2015/16 Analyst Meeting 14 Aug 2015

Notes: A Data as of 13 May 2015. Source: Company and Bloomberg F New par value (THB 4.0 per share) and numbers of new outstanding shares are effective since 7 Aug 2012 B Based on exchange rate of 33.83 as of 13 May 2015 G Source: BTS Group Holding Public Co.Ltd. as of 13 May 2015 C Assumes no cost of concession payable by VGI to BTSC H Source: Bloomberg, data as of 13 May 2015 D Source: Bloomberg, data as of 13 May 2015 * Dividend yield based on share price as of date prior to Board of Directors’ approval of relevant dividend payment. E Source: BTS Group Holding Public Co.Ltd. as of 31 Mar 2015

This document has been prepared and distributed by the Investor Relations Department of BTS Group Holdings Plc. (“BTSG”) solely for information purposes. It does not represent or constitute an offer, invitation,

recommendation or solicitation to trade shares in BTSG and should not be relied on as such. Some of the information in this document has not been independently verified, and also includes information made

available from public sources and other third party opinion or analyst. BTSG does not monitor or control the content of third party opinion or statements and does not endorse or accept any responsibility for the

content or the use of any such opinion or statements. Thus, BTSG assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the information described herein.

None of BTSG or any of its agents, or all of their respective affiliates, or representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this document or its contents

or otherwise arising in connection with this document. All information contained in this document is presented as of the date indicated within, and BTSG assumes no duty to confirm, revise or update the

information. Certain statements in this document may be deemed to contain forward-looking statements, including the statements included or incorporated with the words "believe", "anticipate", "estimate",

"target", or "hope", or that otherwise relate to objectives, strategies, plans, intentions, beliefs or expectations or that have been constructed as statements as to future performance or events. These forward-looking

statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated at the time the forward-looking

statements are made. Thus, BTSG assumes no responsibility and makes no representations with respect to the accuracy and/or completeness of the forward-looking statements. BTSG undertakes no obligation to

publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

prepared by Investor Relations department BTS Group Holdings PCL

http://www.tsd.co.th/

mailto:[email protected]

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